Common use of RELATED DOCUMENTATION Clause in Contracts

RELATED DOCUMENTATION. (i) In connection with the transaction contemplated by Section 3.2, each Tag-Along Party will agree to make substantially the same customary representations, covenants, indemnities and agreements as the Transferring Seller so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by the Transferring Seller; provided that (A) any general indemnity given by the Transferring Seller, applicable to liabilities not specifically related to the Transferring Seller or its ownership of the respective Tag-Along Securities to be Transferred by it, to the Third-Party Offeror in connection with the Tag-Along Sale shall be apportioned with the Tag-Along Party according to the consideration received by each of the Transferring Seller and the Tag-Along Party, (B) the aggregate liability of any such Transferring Seller or the Tag-Along Party in connection with such representations, covenants, indemnities and agreements shall not exceed such party’s net proceeds from the Tag-Along Sale, and (C) any representation and indemnification obligation relating specifically to a Transferring Seller or the Tag-Along Party, its respective Tag-Along Securities and/or its respective authorization, execution and delivery of agreements and instruments in connection with the Tag-Along Sale to the Third-Party Offeror shall be made and borne only by such party. (ii) Each Tag-Along Party shall execute and deliver all agreements and other documents as the Transferring Seller executes and delivers in connection with the Tag-Along Sale if so required by the Transferring Seller.

RELATED DOCUMENTATION. (i) In connection with the transaction contemplated by Section 3.2, each Taga Drag-Along Party Transaction, Pinnacle will agree to make substantially the same customary representations, covenants, indemnities and agreements as the Transferring Seller Harbinger so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by the Transferring SellerHarbinger; provided that provided, that: (Ai) any general indemnity given by the Transferring SellerHarbinger and such other holders (as applicable), applicable to liabilities not specifically related to the Transferring Seller Harbinger or its such other holders (as applicable) or their ownership of the respective Tag-Along Equity Securities to be Transferred by itHarbinger and such other holders (as applicable), to the Third-Party Offeror purchaser in connection with the Tagsuch Drag-Along Sale Transaction shall be apportioned with the Tag-Along Party among Harbinger, such other holders (as applicable) and Pinnacle according to the consideration received by each of the Transferring Seller and the Tag-Along Party, such party; (Bii) the aggregate liability of any such Transferring Seller or the Tag-Along Party Pinnacle in connection with such representations, covenants, indemnities and agreements shall not exceed such partyPinnacle’s net proceeds from the TagDrag-Along Sale, and Transaction; (Ciii) any representation and indemnification obligation relating specifically to a Transferring Seller or the Tag-Along Partyselling holder, its respective Tag-Along Equity Securities and/or its respective authorization, execution and delivery of agreements and instruments in connection with the TagDrag-Along Sale to the Third-Party Offeror Transaction shall be made and borne only by such party.selling holder; and (iiiv) Each TagPinnacle shall not be required if requested by the purchaser in the Drag-Along Party shall execute Transaction to enter into any non-compete agreements with respect to the conduct of its and deliver all agreements and other documents as the Transferring Seller executes and delivers its Entity Affiliate’s businesses in connection with the TagDrag-Along Sale Transaction unless such non-compete restrictions: (A) are limited to (1) any area within a three hundred (300) kilometer radius of either the Ho Tram Project if so required Pinnacle or any of its Entity Affiliates is the operator of any hotel or casino therein or any other then-existing Company project at which Pinnacle or any of its Entity Affiliates is the operator of any hotel or casino, and (2) the city of Da Nang and all areas of Vietnam south of the sixteenth (16th) parallel; and (B) do not limit (1) Pinnacle’s or its Entity Affiliate’s rights under the Pinnacle Management Agreement, (2) Pinnacle’s or its Entity Affiliate’s ability to operate any of its or its Entity Affiliates’ then-existing sites, or (3) Pinnacle’s or its Entity Affiliates’ ability to develop, construct or acquire any site with a hotel, casino, racetrack, sports, or entertainment venue or related or ancillary businesses that is prior to the date of the Drag-Along Notice subject to an executed term sheet (which may be non-binding) or definitive agreement with an unaffiliated third party regarding the development, construction or acquisition of such a facility, or located or to be located on a parcel of land purchased, leased or otherwise controlled by Pinnacle or any of its Entity Affiliates (including, without limitation, pursuant to an option to purchase or lease such land) for the Transferring Sellerpurpose of developing or constructing such a facility.

RELATED DOCUMENTATION. (i) In connection with the transaction contemplated by Section 3.2, each Taga Drag-Along Party Transaction, Pinnacle will agree to make substantially the same customary representations, covenants, indemnities and agreements as the Transferring Seller Harbinger so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by the Transferring SellerHarbinger; provided that provided, that: (Ai) any general indemnity given by the Transferring SellerHarbinger and such other holders (as applicable), applicable to liabilities not specifically related to the Transferring Seller Harbinger or its such other holders (as applicable) or their ownership of the respective Tag-Along Equity Securities to be Transferred by itHarbinger and such other holders (as applicable), to the Third-Party Offeror purchaser in connection with the Tagsuch Drag-Along Sale Transaction shall be apportioned with the Tag-Along Party among Harbinger, such other holders (as applicable) and Pinnacle according to the consideration received by each of the Transferring Seller and the Tag-Along Party, such party; (Bii) the aggregate liability of any such Transferring Seller or the Tag-Along Party Pinnacle in connection with such representations, covenants, indemnities and agreements shall not exceed such partyPinnacle’s net proceeds from the TagDrag-Along Sale, and Transaction; (Ciii) any representation and indemnification obligation relating specifically to a Transferring Seller or the Tag-Along Partyselling holder, its respective Tag-Along Equity Securities and/or its respective authorization, execution and delivery of agreements and instruments in connection with the TagDrag-Along Sale to the Third-Party Offeror Transaction shall be made and borne only by such party.selling holder; and (iiiv) Each TagPinnacle shall not be required if requested by the purchaser in the Drag-Along Party shall execute Transaction to enter into any non-compete agreements with respect to the conduct of its and deliver all agreements and other documents as the Transferring Seller executes and delivers its Entity Affiliate’s businesses in connection with the TagDrag-Along Sale Transaction unless such non-compete restrictions: (A) are limited to (1) any area within a 300 kilometer radius of either the Ho Tram Project if so required Pinnacle or any of its Entity Affiliates is the operator of any hotel or casino therein or any other then-existing Company project at which Pinnacle or any of its Entity Affiliates is the operator of any hotel or casino, and (2) the city of Da Nang and all areas of Vietnam south of the 16th parallel; and (B) do not limit (1) Pinnacle’s or its Entity Affiliate’s rights under the Pinnacle Management Agreement, (2) Pinnacle’s or its Entity Affiliate’s ability to operate any of its or its Entity Affiliates’ then-existing sites, or (3) Pinnacle’s or its Entity Affiliates’ ability to develop, construct or acquire any site with a hotel, casino, racetrack, sports, or entertainment venue or related or ancillary businesses that is prior to the date of the Drag-Along Notice subject to an executed term sheet (which may be non-binding) or definitive agreement with an unaffiliated third party regarding the development, construction or acquisition of such a facility, or located or to be located on a parcel of land purchased, leased or otherwise controlled by Pinnacle or any of its Entity Affiliates (including, without limitation, pursuant to an option to purchase or lease such land) for the Transferring Sellerpurpose of developing or constructing such a facility.